This morning I learned that a shareholder in a close corporation may choose to establish an irrevocable proxy for purposes of voting under section 609(f) of the New York Business Corporation Law under five circumstances.

1) if the proxy is a pledgee; or

2) if the proxy is a person who has purchased or agreed to purchase the shares; or

3) if the proxy is a creditor or creditors of the corporation who extend or continue credit to the corporation in consideration of the proxy an irrevocable proxy may be granted if the proxy states that it was given in consideration of such extension or continuation of credit, the amount therof, and the name of the person extending or continuing credit; or

4) if the proxy is a person who has contracted to perform services as an officer of the corporation, and if the proxy is required by the contract of employment, then an irrevocable proxy may be granted if the proxy states that it was given in consideration of such contract or employment, the name of the employee and the period of employment contracted for; or

5) if the proxy is a person designated by or under an agreement under paragraph (a) of section 620 which states, �An agreement between two or more shareholders, if in writing and signed by the parties thereto, may provide that in exercising any voting rights, the shares held by them shall be voted as therein provided, or as they may agree, or as determined in accordance with a procedure agreed upon by them.�

Usually, it�s the proxy who insists on being granted an irrevocable proxy as a condition of some larger agreement.

That�s what I learned. This morning.

I DON�T WANT TO KNOW ANY OF THIS!

I don�t care anymore, I really don�t. I wish there was a spigot I could use to drain all this CRAP from my head. Stuff like the above literally runs around in my head all the time. I can tell you all about the intricacies of preemption under ERISA. I can tell you anything you�d like to know about any of the exceptions to hearsay. I can even give a thirty minute talk about the Statute of Frauds under the Uniform Commercial Code and how it differs from the Statute of Frauds under the Common Law.

I hate this. I wonder if there is some method of unlearning. What do you think? Leave me a note about it. Or don't. I'm goin to get a drink.

Posted at 5:09 p.m.

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